NYSE ARCA, INC. LETTER OF ACCEPTANCE, WAIVER, AND CONSENT

Nos. 2018-07-00036; 2018-11-00038; 2019-09-00122

TO: NYSE Arca, Inc.

RE: X-Change Financial Access, LLC, Respondent CRD No. 126201

During the period between April 1, 2018 and July 1, 2019 (the "Relevant Period"), X-Change Financial Access, LLC violated: (i) NYSE Arca Rules 6.75-0 and 6.94-0 by improperly effecting six transactions in option series at prices that were inferior to the National Best Bid and Offer ("NBBO") and (ii) NYSE Arca Rule 6.46-0 by failing to use due diligence to execute two options orders at the best prices available. Consent to a censure and a $12,500 fine.

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Pursuant to Rule 10.9216 of the NYSE Arca, Inc. ("NYSE Arca" or the "Exchange") Code of Procedure, X-Change Financial Access, LLC ("XFA" or the "Firm") submits this Letter of Acceptance, Waiver, and Consent ("AWC") for the purpose of proposing a settlement of the alleged rule violations described below. This AWC is submitted on the condition that, if accepted, NYSE Arca will not bring any future actions against the Firm alleging violations based on the same factual findings described herein.

I. ACCEPTANCE AND CONSENT

A. XFA hereby accepts and consents, without admitting or denying the findings, and solely for the purposes of this proceeding and any other proceeding brought by or on behalf of NYSE Arca, or to which NYSE Arca is a party, prior to a hearing and without an adjudication of any issue of law or fact, to the entry of the following findings by NYSE Arca:

BACKGROUND AND JURISDICTION

1. XFA is a limited liability corporation with its principal place of business in Chicago, Illinois. XFA became an Options Trading Permit holder with NYSE Arca on May 25, 2010. The Firm has prior disciplinary history with regard to trading through the NBBO in violation of NYSE Arca Rules 6.75-0 and 6.94-0 and failing to use due diligence to execute orders in violation of NYSE Arca Rule 6.46-0.

PROCEDURAL HISTORY

2. This matter arose as a result of an NYSE Regulation investigation into trades in April 2018, June 2018, and July 2019.

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VIOLATIONS

3. During the Relevant Period, NYSE Arca Rule 11.1 required that for "orders executed by open outcry . . . [t]he highest (lowest) bid (offer) shall have priority."

4. During the Relevant Period, NYSE Arca Rule 6.94-0 provided that "Members shall not effect Trade-Throughs." A Trade-Through is defined in NYSE Arca Rule 6.92-0(a)(17) as "a transaction in an option series at a price that is lower than a Protected Bid or higher than a Protected Offer."

5. During the Relevant Period, NYSE Arca Rule 6.46-0 provided "A Floor Broker handling an order is to use due diligence to execute the order at the best price or prices available to him."

6. In six transaction executed during the Relevant Period, one or more Floor Brokers employed at the Firm improperly traded through the NBBO by effecting customer transactions in an option series at prices that were inferior to the NBBO. The conduct described in this paragraph constitutes separate and distinct violations of NYSE Arca Rules 6.75-0 and 6.94-0.

7. For two of the transactions discussed in paragraph 6, one or more Floor Brokers employed at the Firm failed to use due diligence to execute orders at the best prices available, resulting in $10,000 of potential customer harm. The conduct described in this paragraph constitutes separate and distinct violations of NYSE Arca Rule 6.46-0.

RELEVANT PRIOR DISCIPLINARY HISTORY

8. On May 22, 2017, XFA was issued a second-level MRV in the amount of $2,500 for four trade-through violations (NYSE Arca Options Rules 6.75 and 6.94) in the period of January 2017 through March 2017. See Matter No. 2017-02-00037.

9. On June 16, 2016, XFA was issued a first-level MRV in the amount of $1,000 for four priority violations (NYSE Arca Options Rule 6.75) in the period of October 2014 through December 2014 and October 2015 through December 2015, and one trade-through violation (NYSE Arca Options Rule 6.75) in the period of November 2014 and January 2016. See Matter Nos. 20150454007, 20160487765, 20160300049.

10. On April 18, 2016, the Firm was issued a Cautionary Action Letter for 11 priority violations (NYSE Arca Options Rule 6.75) and one trade-through violation (NYSE Arca Options Rule 6.94) in the period of January 2013 through June 2014. The Firm also violated NYSE Arca Options Rule 11.18 for failure to establish and maintain adequate written supervisory procedures related to priority and trade through. See Matter No. 20140414372.

11. On April 30, 2015, the Firm was censured and fined $55,000 for 18 priority violations (NYSE Arca Options Rule 6.75), 20 trade-through violations (NYSE Arca Options Rules 6.75 and 6.94), 22 best execution violations (NYSE Arca Options Rule 6.46), two failures to systematize an order prior to representing it to the trading crowd (NYSE

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Arca Options Rule 6.67(c)), one failure to revocalize a customer order in the trading crowd after being instructed by a trading official (NYSE Arca Options Rule 11.1(b)), and supervisory failures concerning priority, trade through, and best execution (NYSE Arca Options Rule 11.18). These violations occurred from July 2011 through September 2012, January 2013 through September 2013, and January 2014 through March 2014. XFA was also found to have caused $6,370 of customer harm. See Matter Nos. 20110285386, 20130372085, 20140411263.

OTHER RELEVANT FACTORS

12. In connection with this settlement, XFA has offered to pay its customers a total of $10,000 in restitution in connection with the violations of NYSE Arca Rule 6.46-0.

SANCTIONS

B. The Firm also consents to the imposition of the following sanctions:

Censure and fine in the amount of $12,500

The Firm agrees to pay the monetary sanction upon notice that this AWC has been accepted and that such payment is due and payable. The Firm has submitted a Method of Payment Confirmation form showing the method by which it will pay the fine imposed.

The Firm specifically and voluntarily waives any right to claim that it is unable to pay, now or at any time hereafter, the monetary sanction imposed in this matter. If the Firm fails to make any payments as required in connection with this AWC on a timely basis, the Firm agrees that any amounts owed to it by the Exchange or any of its registered U.S. Securities exchange affiliates may be used to satisfy any payments owed by the Firm pursuant to this AWC.

The Firm agrees that it shall not seek or accept, directly or indirectly, reimbursement or indemnification from any source, including but not limited to payment made pursuant to any insurance policy, with regard to any fine amounts that the Firm pays pursuant to this AWC, regardless of the use of the fine amounts. The Firm further agrees that it shall not claim, assert, or apply for a tax deduction or tax credit with regard to any federal, state, or local tax for any fine amounts that the Firm pays pursuant to this AWC, regardless of the use of the fine amounts.

The sanctions imposed herein shall be effective on a date set by NYSE Regulation staff.

II. WAIVER OF PROCEDURAL RIGHTS

The Firm specifically and voluntarily waives the following rights granted under the NYSE Arca Code of Procedure:

A. To have a Formal Complaint issued specifying the allegations against the Firm;

B. To be notified of the Formal Complaint and have the opportunity to answer the

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allegations in writing;

C. To defend against the allegations in a disciplinary hearing before a hearing panel, to have a written record of the hearing made and to have a written decision issued; and

D. To appeal any such decision to the Exchange's Board of Directors and then to the U.S. Securities and Exchange Commission and a U.S. Court of Appeals.

Further, the Firm specifically and voluntarily waives any right to claim bias or prejudgment of the Chief Regulatory Officer of NYSE Arca; the Exchange's Board of Directors, Disciplinary Action Committee ("DAC"), and Committee for Review ("CFR"); any Director, DAC member, or CFR member; Counsel to the Exchange Board of Directors or CFR; any other NYSE Arca employee; or any Regulatory Staff as defined in Rule 10.9120 in connection with such person's or body's participation in discussions regarding the terms and conditions of this AWC, or other consideration of this AWC, including acceptance or rejection of this AWC.

The Firm further specifically and voluntarily waives any right to claim that a person violated the ex parte communication prohibitions of Rule 10.9143 or the separation of functions prohibitions of Rule 10.9144, in connection with such person's or body's participation in discussions regarding the terms and conditions of this AWC, or other consideration of this AWC, including its acceptance or rejection.

HI. OTHER MATTERS

The Firm understands that:

A. Submission of this AWC is voluntary and will not resolve this matter unless and until it has been reviewed by NYSE Regulation, and accepted by the Chief Regulatory Officer of NYSE Arca pursuant to NYSE Arca Rule 10.9216;

B. If this AWC is not accepted, its submission will not be used as evidence to prove any of the allegations against the Firm; and

C. If accepted:

1. The AWC shall be sent to each Director and each member of the Committee for Review via courier, express delivery or electronic means, and shall be deemed final and shall constitute the complaint, answer, and decision in the matter, 25 days after it is sent to each Director and each member of the Committee for Review, unless review by the Exchange Board of Directors is requested pursuant to NYSE Arca Rule 10.9310(a)(1)(B);

2. This AWC will become part of the Firm's permanent disciplinary record and may be considered in any future actions brought by the Exchange, or any other regulator against the Firm;

3. NYSE Arca shall publish a copy of the AWC on its website in accordance with

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NYSE Arca Rule 10.8313;

4. NYSE Arca may make a public announcement concerning this agreement and the subject matter thereof in accordance with NYSE Arca Rule 10.8313; and

5. The Firm may not take any action or make or permit to be made any public statement, including in regulatory filings or otherwise, denying, directly or indirectly, any finding in this AWC or create the impression that the AWC is without factual basis. The Firm may not take any position in any proceeding brought by or on behalf of the Exchange, or to which the Exchange is a party, that is inconsistent with any part of this AWC. Nothing in this provision affects the Firm's (i) testimonial obligations; or (ii) right to take legal or factual positions in litigation or other legal proceedings in which the Exchange is not a party.

D. A signed copy of this AWC and the accompanying Method of Payment Confirmation form delivered by email, facsimile or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy.

E. The Firm may attach a Corrective Action Statement to this AWC that is a statement of demonstrable corrective steps taken to prevent future misconduct. The Firm understands that it may not deny the charges or make any statement that is inconsistent with the AWC in this Statement. Any such statement does not constitute factual or legal findings by the Exchange, nor does it reflect the views of NYSE Regulation or its staff

The Firm certifies that, in connection with each of the Exchange's requests for information in connection with this matter, the Firm made a diligent inquiry of all persons and systems that reasonably had possession of responsive documents and that all responsive documents have been produced. In agreeing to the AWC, the Exchange has relied upon, among other things, the completeness of the document productions.

The undersigned, on behalf of the Firm, certifies that a person duly authorized to act on its behalf has read and understands all of the provisions of this AWC and has been given a full opportunity to ask questions about it; that it has agreed to the AWC's provisions voluntarily; and that no offer,

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5/12/20